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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
[X] AMENDMENT NO. 3 TO ANNUAL REPORT PURSUANT TO SECTION 13 OR
15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1993
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________to _________Commission File No. 1-2267
THE MEAD CORPORATION
(Exact name of registrant as specified in its charter)
Ohio 31-0535759
(State of Incorporation) (I.R.S. Employer Identification No.)
MEAD WORLD HEADQUARTERS
COURTHOUSE PLAZA NORTHEAST
DAYTON, OHIO 45463
(Address of principal executive offices)
Registrant's telephone number, including area code: 513-495-6323
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Each Class on which Registered
------------------- ---------------------
Common Shares Without Par Value New York Stock Exchange
and Common Share Purchase Rights Chicago Stock Exchange
Pacific Stock Exchange
9% Debentures due 2017 New York Stock Exchange
6 3/4% Convertible Subordinated New York Stock Exchange
Debentures due 2012
_________________________
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has beensubject to such filing
requirements for the past 90 days. Yes X No __.
_________________________
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
_________________________
As of January 27, 1994, the aggregate market value of the voting shares held by
non-affiliates of the Registrant was approximately $2,749,360,000 determined by
multiplying the highest selling price of a Common Share on the New York Stock
Exchange--Composite Transactions Tape on such date times the amount by which the
total shares outstanding exceeded the shares beneficially owned by directors and
executive officers of the Registrant. Such determination shall not, however,
be deemed to be an admission that any person is an "affiliate" as defined in
Rule 405 under the Securities Act of 1933.
The number of Common Shares outstanding at March 1, 1994 was 59,271,120.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of Registrant's Proxy Statement for the Annual Meeting of Shareholders
scheduled to be held on April 28, 1994, are incorporated by reference in Part
III; definitive copies of said Proxy Statement were filed with the Securities
and Exchange Commission on March 14, 1994.
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<PAGE>
Pursuant to Rule 15d-21 under the Securities Exchange Act of 1934, the
undersigned registrant (the "Registrant") hereby amends its annual report
on Form 10-K for the fiscal year ended December 31, 1993 to include the
following information, financial statements and exhibits required by Form
11-K with respect to The Mead Corporation Employees Stock Purchase Plan
(the "Plan") for the years ended August 31, 1994 and 1993. The Mead
Corporation is issuer of the securities held pursuant to the Plan. The
schedules called for under Article 6A-05 in Regulation S-X have been
omitted because they are inapplicable or the required information has been
given in the financial statements or notes thereto:
THE MEAD CORPORATION EMPLOYEES STOCK PURCHASE PLAN
TABLE OF CONTENTS
________________________________________________________________________________
Page
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS:
Statements of Financial Condition as
of August 31, 1994 and 1993 2
Statements of Income and Changes in
Participants' Equity for the Years
Ended August 31, 1994, 1993 and 1992 3
NOTES TO FINANCIAL STATEMENTS 4-5
EXHIBITS:
Independent Auditors' Consent 6
Signatures 7
<PAGE>
INDEPENDENT AUDITORS' REPORT
Director of Benefits
The Mead Corporation Employees Stock Purchase Plan:
We have audited the accompanying statements of financial condition of The
Mead Corporation Employees Stock Purchase Plan as of August 31, 1994 and
1993, and the related statements of income and changes in participants'
equity for each of the three years in the period ended August 31, 1994.
These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial condition of The Mead Employees
Stock Purchase Plan at August 31, 1994 and 1993, and the results of its
operations and the changes in participants' equity for each of the three
years in the period ended August 31, 1994, in conformity with generally
accepted accounting principles.
DELOITTE & TOUCHE LLP
October 24, 1994
Dayton, Ohio
<PAGE>
<TABLE>
<CAPTION>
THE MEAD CORPORATION
EMPLOYEES STOCK PURCHASE PLAN
STATEMENTS OF FINANCIAL CONDITION, AUGUST 31,
________________________________________________________________________________
ASSETS 1994 1993
---------- ---------
<S> <C> <C>
Common Shares of the Mead Corporation,
at market (Note B) $1,340,623 $1,298,800
Dividends receivable 6,337 6,475
Cash 58,334 79,909
Participants' payroll deductions
receivable 39,328 37,869
--------- ----------
$1,444,622 $1,423,053
========== ==========
LIABILITIES AND PARTICIPANTS' EQUITY
Current plan year distribution due to
participating employees $1,243,916 $1,162,856
Amounts due to terminated employees and
estates of deceased employees 5,910 13,586
Advance payment of contribution from
The Mead Corporation 156,497 205,651
---------- ----------
1,406,323 1,382,093
Participants' equity 38,299 40,960
---------- ----------
$1,444,622 $1,423,053
========== ==========
</TABLE>
See notes to financial statements.
<PAGE>
THE MEAD CORPORATION
EMPLOYEES STOCK PURCHASE PLAN
STATEMENTS OF INCOME AND CHANGES IN PARTICIPANTS' EQUITY
YEARS ENDED AUGUST 31,
________________________________________________________________________________
1994 1993 1992
---------- ---------- ---------
INCREASES IN PARTICIPANTS'
EQUITY:
Investment income - dividends
on Mead Common Shares $ 13,147 $ 13,375 $ 11,047
Unrealized appreciation of
Mead Common Shares 159,096 148,422 17,210
Contributions and deposits:
The Mead Corporation and
subsidiaries 72,855 80,161 81,181
Participating employees 1,022,574 972,799 929,474
---------- ---------- ----------
TOTAL INCREASES 1,267,672 1,214,757 1,038,912
---------- ---------- ----------
DECREASES IN PARTICIPANTS'
EQUITY:
Cash distributions to
withdrawn, terminated or
deceased employees:
From current year
contributions 24,181 30,697 22,406
From prior years'
contributions 2,236 2,366 1,660
Mead Common Share
distributions:
24,632 shares - 1994 1,243,916
24,353 shares - 1993 1,162,856
26,697 shares - 1992 1,011,106
---------- ---------- ----------
TOTAL DECREASES 1,270,333 1,195,919 1,035,172
---------- ---------- ----------
NET INCREASE (DECREASE) IN
PARTICIPANTS' EQUITY (2,661) 18,838 3,740
PARTICIPANTS' EQUITY -
Beginning of plan year 40,960 22,122 18,382
---------- ---------- ----------
PARTICIPANTS' EQUITY- End of
plan year $ 38,299 $ 40,960 $ 22,122
========== ========== =========
See notes to financial statements.
<PAGE>
THE MEAD CORPORATION
EMPLOYEES STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED AUGUST 31, 1994, 1993 AND 1992
________________________________________________________________________________
A. PLAN DESCRIPTION
The Mead Corporation Employees Stock Purchase Plan (Plan) permits
certain employees of The Mead Corporation and subsidiaries to
purchase Mead Common Shares through payroll deductions. Individuals
eligible to participate in The Mead Salaried Savings Plan may not
participate in the Plan. Generally, eligible participants must be
full-time hourly employees over the age of twenty-one with one year
of service and must be employed at a location specified in the Plan.
Participating employers also make contributions to the Plan on
behalf of the participants at a rate of 12.5% of participant
contributions.
The Plan distributes Mead Common Shares to participants at or near
the end of each fiscal year. Employees who cease employment or
voluntarily withdraw from the plan during the year receive a refund
of their deposits.
B. COMMON SHARES OF THE MEAD CORPORATION
The principle followed in determining the cost of securities
purchased and distributed is specific identified cost. The Plan's
transactions relating to Common Shares of The Mead Corporation are
as follows:
<TABLE>
<CAPTION>
Number Shares Unrealized Shares at
of Shares at Cost Appreciation Market Value
--------- ---------- ------------ ------------
<S> <C> <C> <C> <C>
Balance at August 31, 1991 28,412 $ 898,033 $ 82,181 $ 980,214
Shares purchased 27,700 1,033,337 ==========
Shares distributed (28,015) (885,554) (81,033)
Appreciation 17,210
------- ---------- --------
Balance at August 31, 1992 28,097 1,045,816 18,358 $1,064,174
Shares purchased 25,800 1,096,833 ==========
Shares distributed (26,697) (993,662) (16,967)
Appreciation 148,422
------- ---------- --------
Balance at August 31, 1993 27,200 1,148,987 149,813 $1,298,800
Shares purchased 23,700 1,045,147 ==========
Shares distributed (24,353) (1,028,671) (133,749)
Appreciation 159,096
------- ---------- --------
Balance at August 31, 1994 26,547 $1,165,463 $175,160 $1,340,623
======= ========== ======== ==========
</TABLE>
<PAGE>
C. TAXES
All of the income of this Plan will be distributed and is
taxable directly to the participants. Accordingly, no
income will be taxable on the trust which forms a part of
the Plan; therefore no provision for income taxes is
required for the Plan. Under the grantor trust rules of
the Internal Revenue Code Section 671, the trust which
forms a part of this Plan is not a tax paying entity.
Matching contributions are taxable as additional
compensation to the participants.
<PAGE>
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration
Statement No. 33-37960 on Form S-8 of our report dated October
24, 1994, accompanying the financial statements of The Mead
Corporation Employees Stock Purchase Plan included in the Form
10-K/A, Amendment No. 3, to the Annual Report on Form 10-K of
The Mead Corporation for the year ended December 31, 1993.
DELOITTE & TOUCHE LLP
Dayton, Ohio
November 21, 1994
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant and the administrators of the Plan have
duly caused this amendment to the Annual Report on Form 10-K
to be signed by the undersigned, thereunto duly authorized.
THE MEAD CORPORATION
(Registrant)
Date: November 22, 1994 By: WILLIAM R. GRABER
--------------------------
William R. Graber
Vice President and
Chief Financial Officer
(principal financial officer)
THE MEAD CORPORATION
Date: November 22, 1994 By: JAMES D. BELL
-------------------------
James D. Bell
Director, Benefits
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